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Author: Alex Chilton
Performed by: Big Star
Album: Third/Sister Lovers/Beale Street Green (Rykodisc, 1992)
Recorded at: Ardent Studios, Memphis

Personal notes: I met Alex Chilton in 1991 at a gig in Nashville. I was there with an old friend of his, Tommy Hoehn, who I was representing as a music publisher and quasi-manager. Alex is something of a living legend, and has been for a long time, but he went through the motions of his show with all the enthusiasm of getting up in the morning and brushing your teeth. Afterwards, I went back stage with Tommy and smoked a few joints with Alex and his entourage, and got to talk with Alex for a while. Did you know he rolls his own cigarettes? It's true. He makes the tobacco blend himself, and keeps it in a Ziplock bag. He went on at great length about it, and how it contained a variety of herbs and botanicals of some sort; apparently he thought that was important for a good smoke.

I was first turned on to Big Star by Tommy, who had all the records that the band had ever released commercially. I remember listening to the tape I made of Radio City over and over until I absolutely wore it out. Shortly after Rykodisc released Third, Jeff Rougvie sent us several copies on CD. I have never been so awed at an album of music in my entire life. Discounting the fact that at that time I knew many of the principal participants in the the recording of the album (my story about producer Jim Dickinson deserves its own node), this was music that touched my soul in ways that I had never experienced before. I count Big Star on an equal level with The Velvet Underground, whom I had worshipped for years as the seminal alternative rock band of all time.

This song is about Lesa Aldredge's mother. At the time it was written and recorded, Alex was dating Lesa, and Tommy was dating Lesa's sister. This is the source of the Sister Lovers title of the album it appears on. Lesa's mom was an alcoholic and prescription drug addict at the time, and Alex didn't get along with her very well. Holocaust was written as a sort of stab at her, since Alex can be quite a vindictive bastard when he wants to be, God bless him. Tommy later married Lesa, and she confirmed for me this story about the song. (She is credited as a singer on Third for her vocal performance on "Femme Fatale".)

Apart from the VU, Big Star is unquestionably my favorite band of all time. Of all their songs, this is my favorite one. It is a dismal dirge, as depressing and low as anything can be. Gustav Mahler and Samuel Barber would be fucking jealous. I remember standing in the studio at Ardent where it was recorded, and feeling the vibes coming back like ghosts, flowing through me, and part of my soul is trapped in that room with this song. It will be forevermore.


Your eyes are almost dead
Can't get out of bed
And you can't sleep.

You're sitting down to dress
And you're a mess
You look in the mirror.

You look in your eyes;
Say you realize.

Everybody goes,
Even those who fall behind.
Everybody goes
As far as they can;
They don't just care.

They stood on the stairs
Laughing at your airs.
Your mother's dead.
She said, "Don't be afraid."

Your mother's dead.
You're on your own,
She's in her bed.

Everybody goes,
Even those who fall behind.
Everybody goes
As far as they can;
They don't just care.

You're a wasted face,
You're a sad-eyed lie;
You're a holocaust.